Terms of Service

§ 1 Definitions

1.1 “Platform” means the Bitbond Offering Manager SaaS application, including all features, tools, APIs, and documentation provided by Bitbond.

1.2 “Customer” means the legal entity or natural person who registers for an account and subscribes to the Service.

1.3 “Tenant” means the Customer's isolated workspace on the Platform, identified by a unique subdomain.

1.4 “Authorized Users” means the Customer's employees or contractors who are granted access to the Tenant by the Customer.

1.5 “Investor Data” means personal data of investors collected and processed through the Platform on behalf of the Customer.

1.6 “Offering” means a digital securities or token offering created and managed by the Customer through the Platform.

1.7 “Subscription” means the Customer's paid or free plan for accessing the Platform.

§ 2 Scope of Services

2.1 Bitbond provides the Platform as a software-as-a-service solution that enables Customers to create, manage, and administer digital securities offerings, including investor onboarding (KYC/AML), payment collection, order management, and compliance documentation.

2.2 The Platform is provided “as is” in its current state of development. Bitbond continuously improves the Platform and may add, modify, or remove features at its discretion, provided that the core functionality of the Customer's subscribed plan is not materially diminished during an active subscription period.

2.3 Bitbond does not provide legal, financial, tax, or regulatory advice. The Customer is solely responsible for ensuring that its offerings comply with all applicable laws and regulations, including securities laws, anti-money laundering regulations, and data protection requirements in the relevant jurisdictions.

§ 3 Account Registration and Eligibility

3.1 To use the Platform, the Customer must create an account by providing accurate and complete registration information, including a valid business email address, company name, and country of incorporation.

3.2 The Customer must be a legal entity or a natural person of at least 18 years of age with full legal capacity to enter into contracts.

3.3 The Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under the Customer's account. The Customer must notify Bitbond immediately of any unauthorized use.

3.4 Bitbond reserves the right to refuse registration or terminate accounts at its discretion if the Customer provides false information, violates these Terms, or if Bitbond determines that the Customer's use of the Platform poses a legal or reputational risk.

§ 4 Plans and Pricing

4.1 The Platform is available under the following plans:

(a) Free Plan – Provides limited access for evaluation purposes, including one test-mode offering, up to five test investor accounts, and two team members. The Free Plan does not permit live offerings or real payment processing.

(b) Professional Plan – Available at €349 per month (monthly billing) or €299 per month (annual billing, charged as €3,588 per year). Includes up to five active offerings, up to 1,000 investors per offering, five team members, one custom domain, full payment processing, and standard KYC provider integration.

(c) Enterprise Plan – Custom pricing based on individual requirements. Includes unlimited offerings, unlimited investors, unlimited team members, API access, custom integrations, SSO/SAML, dedicated support, and a service level agreement. Contact Bitbond for details.

4.2 All prices are stated in Euro (EUR) and are exclusive of applicable value-added tax (VAT), which will be charged in accordance with German and EU tax law. Customers within the EU who provide a valid VAT identification number may be eligible for the reverse-charge mechanism.

4.3 Bitbond reserves the right to adjust pricing for future subscription periods with at least 30 days' written notice before the start of the next billing cycle. Price changes do not affect the current paid subscription period.

§ 5 Payment Terms

5.1 Subscription fees are due in advance at the beginning of each billing period (monthly or annually). Payment is processed through Stripe, Inc. (“Payment Processor”). The Customer authorizes recurring charges to the payment method on file.

5.2 Accepted payment methods include credit card, debit card, and SEPA Direct Debit, as made available through the Payment Processor.

5.3 If a payment fails, Bitbond will attempt to collect the outstanding amount up to three additional times over the following 14 days. During this grace period, the Customer retains full access to the Platform.

5.4 If payment remains unsuccessful after 14 days, the Customer's account will be placed in restricted mode (read-only access). After 30 days of non-payment, the account will be suspended. See § 10 for details on account suspension and data retention.

5.5 The Customer is responsible for ensuring that the payment method on file is valid and has sufficient funds. Bitbond is not liable for any consequences arising from failed payments.

5.6 Invoices are generated automatically and made available through the Customer's billing dashboard and via email. Invoices comply with § 14 UStG (German VAT Act) requirements.

§ 6 Free Plan

6.1 The Free Plan is available indefinitely and does not require payment information. It is intended for evaluation purposes only.

6.2 Free Plan limitations are enforced automatically by the Platform. Attempting to exceed these limits will prompt an upgrade to a paid plan.

6.3 Bitbond reserves the right to remove Free Plan accounts that have been inactive for more than 12 consecutive months, after providing 30 days' written notice.

6.4 Free Plan tenants' investor-facing pages will display “Powered by Bitbond” branding, which is removed upon upgrading to a paid plan.

§ 7 Customer Obligations and Acceptable Use

7.1 The Customer shall:

• (a) Use the Platform only for lawful purposes and in compliance with all applicable laws and regulations, including but not limited to securities regulations (e.g., EU Prospectus Regulation, MiFID II, national securities laws), anti-money laundering laws (e.g., EU AML Directives, GwG), and data protection laws (e.g., GDPR).
• (b) Ensure that all offerings created on the Platform are properly authorized and, where required, approved by the relevant regulatory authority.
• (c) Provide accurate, truthful, and non-misleading information in all offerings published through the Platform.
• (d) Obtain all necessary consents from investors for the processing of their personal data through the Platform, in accordance with applicable data protection law.
• (e) Maintain adequate security measures for account access, including the use of strong passwords and, where available, two-factor authentication.

7.2 The Customer shall not:

• (a) Use the Platform to create or facilitate fraudulent, illegal, or unauthorized securities offerings.
• (b) Offer or sell securities in jurisdictions where such activities are prohibited or where the Customer does not hold the required licenses or exemptions.
• (c) Upload or transmit malware, viruses, or any other harmful code.
• (d) Attempt to gain unauthorized access to any part of the Platform, other customers' data, or Bitbond's infrastructure.
• (e) Reverse-engineer, decompile, or disassemble any part of the Platform.
• (f) Resell, sublicense, or redistribute access to the Platform without Bitbond's prior written consent.
• (g) Use the Platform in any manner that could damage, disable, or impair the Service or interfere with other customers' use of the Platform.

7.3 Bitbond reserves the right to suspend or terminate the Customer's access immediately if it becomes aware of a material violation of this section.

§ 8 Intellectual Property

8.1 The Platform, including all software, designs, documentation, trademarks, and content, is and remains the exclusive intellectual property of Bitbond. These Terms do not transfer any ownership rights to the Customer.

8.2 The Customer is granted a non-exclusive, non-transferable, revocable license to use the Platform for the duration of the Subscription, solely for the purposes described in these Terms.

8.3 The Customer retains all rights to its own content, data, and investor data processed through the Platform. The Customer grants Bitbond a limited license to process such data solely for the purpose of providing the Service.

8.4 Feedback, suggestions, or feature requests submitted by the Customer may be used by Bitbond to improve the Platform without any obligation or compensation.

§ 9 Data Protection

9.1 Bitbond processes personal data in accordance with its Privacy Policy, available at the Platform's legal page, and in compliance with the EU General Data Protection Regulation (GDPR).

9.2 With respect to Investor Data, the Customer acts as the Data Controller and Bitbond acts as the Data Processor. The Data Processing Agreement (DPA) governing this relationship is available within the Platform and must be accepted before processing any Investor Data.

9.3 With respect to the Customer's own account data and billing information, Bitbond acts as an independent Data Controller.

9.4 The Customer acknowledges that Bitbond uses sub-processors (as listed in the Privacy Policy) to provide the Service and consents to such sub-processing.

§ 10 Term, Termination, and Data Retention

10.1 Term. The Subscription begins on the date of account creation and continues for the duration of the selected billing period. Subscriptions renew automatically unless cancelled.

10.2 Cancellation by Customer. The Customer may cancel the Subscription at any time through the billing dashboard. Cancellation takes effect at the end of the current paid billing period. No refunds are provided for partial billing periods.

10.3 Cancellation by Bitbond. Bitbond may terminate the Customer's Subscription with 30 days' written notice. In the event of a material breach of these Terms, Bitbond may terminate immediately.

10.4 Effect of Cancellation. Upon cancellation:

• (a) Days 1–14 after billing period end: Full access continues (grace period).
• (b) Days 15–30: Read-only access. The Customer can view and export data but cannot create new offerings or process transactions. Investor-facing pages remain accessible to protect active investor interests.
• (c) Day 31 onwards: Account suspended. Access restricted to a reactivation and data export page.
• (d) 90 days after suspension: The Customer is notified that data will be permanently deleted in 30 days.
• (e) 120 days after suspension: All Customer data is permanently deleted, except for records that must be retained under applicable law (see § 10.5).

10.5 Mandatory Data Retention. Notwithstanding deletion, Bitbond retains the following records for the legally required periods:

• (a) Financial transaction records and audit logs: 10 years (§ 257 HGB, § 147 AO).
• (b) Anti-money laundering records: 5 years after the end of the business relationship (§ 8 GwG).
• (c) Such records are stored in anonymized form where possible and are not accessible to the Customer after account deletion.

10.6 Data Export. The Customer may export its data at any time while the account is accessible (including during restricted mode), through the data export function in the admin panel.

10.7 Reactivation. A suspended account may be reactivated by subscribing to a paid plan, provided that the data has not yet been permanently deleted.

§ 11 Availability and Maintenance

11.1 Bitbond endeavors to maintain Platform availability of 99.5% per calendar month, measured excluding scheduled maintenance windows. This is a target, not a guarantee, unless a separate Service Level Agreement (SLA) has been agreed in writing (available for Enterprise Plan customers).

11.2 Bitbond may perform scheduled maintenance with reasonable advance notice. Emergency maintenance to address security vulnerabilities or critical issues may be performed without prior notice.

11.3 Bitbond is not liable for unavailability caused by force majeure events, third-party service outages (including cloud infrastructure providers, payment processors, or KYC providers), or the Customer's own systems or internet connectivity.

§ 12 Liability

12.1 Bitbond's liability for damages arising from the use of the Platform is limited as follows:

• (a) Unlimited liability. Bitbond is liable without limitation for damages caused by intentional misconduct or gross negligence, for damages resulting from injury to life, body, or health, and for liability under mandatory statutory provisions (e.g., the German Product Liability Act).
• (b) Limited liability for slight negligence. In the event of a breach of material contractual obligations (Kardinalpflichten), Bitbond's liability is limited to the foreseeable, typically occurring damages.
• (c) Exclusion. Bitbond is not liable for indirect damages, consequential damages, lost profits, or damages arising from the loss of data, except in cases of intent or gross negligence.

12.2 The aggregate liability of Bitbond for any and all claims arising under or in connection with these Terms shall not exceed the total fees paid by the Customer in the 12 months preceding the claim, except for claims under § 12.1(a).

12.3 Bitbond is not liable for losses or damages arising from the Customer's offerings, including investor losses, regulatory penalties, or claims by third parties related to the Customer's use of the Platform.

12.4 The Customer shall indemnify and hold harmless Bitbond from any claims, damages, or costs arising from the Customer's violation of applicable laws, regulations, or these Terms, including claims by investors or regulatory authorities.

§ 13 Confidentiality

13.1 Each party agrees to keep confidential all non-public information received from the other party in connection with these Terms (“Confidential Information”), and to use such information only for the purposes contemplated by these Terms.

13.2 Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

13.3 The obligation of confidentiality survives termination of these Terms for a period of three years.

§ 14 Changes to Terms

14.1 Bitbond may amend these Terms from time to time. Material changes will be communicated to the Customer via email and through the Platform at least 30 days before they take effect.

14.2 The Customer will be required to accept the updated Terms to continue using the Platform. If the Customer does not accept the updated Terms, the Customer may cancel the Subscription before the changes take effect.

14.3 Continued use of the Platform after the effective date of updated Terms constitutes acceptance of such Terms.

§ 15 Governing Law and Dispute Resolution

15.1 These Terms are governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Berlin, Germany, provided that the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law.

15.3 Before initiating legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiations for a period of at least 30 days.

§ 16 Miscellaneous

16.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent of the original provision.

16.2 These Terms, together with the Privacy Policy and the Data Processing Agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, whether written or oral.

16.3 Bitbond may assign its rights and obligations under these Terms to a third party, provided that such assignment does not materially diminish the Customer's rights. The Customer may not assign its rights without Bitbond's prior written consent.

16.4 No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

16.5 Notices under these Terms shall be sent by email to the addresses associated with the respective accounts. Notices to Bitbond shall be sent to service@bitbond.com.